• Warner Bros. Discovery (WBD) is considering reopening negotiations with Paramount (PARA) Skydance after receiving an enhanced unsolicited $30 per share all-cash tender offer on February 10, 2026.
  • The revised Paramount bid includes a $0.25 per share quarterly ticking fee, a $2.8 billion breakup fee to cover WBD's Netflix (NFLX) obligations, and $97.6 billion in financing commitments.
  • WBD's board had previously unanimously rejected Paramount bids in favor of a Netflix deal, but the sweetened terms and accelerated shareholder vote timeline are forcing a reconsideration.

Warner Bros. Discovery is reevaluating its strategic options as Paramount Skydance's persistent pursuit takes a dramatic turn with a significantly enhanced offer. According to people familiar with the matter, the amended $30 per share all-cash tender offer arrived on February 10, 2026, just as WBD was preparing to accelerate SEC filings for a shareholder vote on its Netflix agreement by April 2026.

The Paramount proposal now includes a $0.25 per share quarterly ticking fee that could amount to approximately $650 million per quarter post-December 31, 2026, along with a substantial $2.8 billion breakup fee specifically designed to cover WBD's obligations from its Netflix deal. Financing commitments totaling $97.6 billion in equity and debt have been secured, addressing concerns about deal certainty that plagued earlier bids.

Efforts to restructure WBD's media empire have hit a snag with this development. The company had been pursuing a partial sale to Netflix, valuing its studio and streaming assets at $21.23–$27.75 per share, contingent on spinning off linear networks with up to $17 billion in debt. Paramount's offer, which includes both streaming and linear assets, presents an alternative path for consolidation in an industry grappling with streaming losses and linear TV decline.

"What institutional investors are really focused on is regulatory stability and deal certainty," said one analyst who requested anonymity due to client relationships. "Paramount claims to have a clear regulatory path compared to the Netflix arrangement, which faces potential antitrust scrutiny from the FTC and DOJ."

WBD extended Paramount's tender offer deadline to February 20, 2026, while simultaneously filing to expedite the shareholder vote on the Netflix transaction. The company maintains that the Netflix deal remains superior, but the enhanced terms from Paramount—particularly the ticking fee and breakup protection—are creating pressure for reconsideration. Paramount has been soliciting proxies against the Netflix vote, setting the stage for a potential proxy battle that could force termination of the Netflix agreement and trigger the $2.8 billion fee.

Market reaction has been muted pending clarity on WBD's next move, though some arbitrage funds have been accumulating positions in anticipation of a bidding war. The situation remains fluid, with WBD's board facing the delicate balance between shareholder value maximization and strategic direction. Without a deal that addresses both streaming scale and linear network challenges, the company would face continued pressure in a rapidly consolidating media landscape.

Attempts to reach WBD and Paramount executives for comment were unsuccessful ahead of publication deadline. Industry experts suggest the outcome will hinge on whether shareholders prioritize the immediate premium from Paramount's cash offer versus the strategic alignment with Netflix's streaming dominance.

Correction: An earlier version of this article misstated the timing of the Paramount offer; it was received on February 10, 2026, not February 9.